Mr. Eric Denhoff reports

H2 VENTURES 1 INC. ANNOUNCES AGREEMENT TO ACQUIRE MAGNUS GREEN SOLAR PANELS MANUFACTURING LLC AS ITS QUALIFYING TRANSACTION

Further to its news release dated June 5, 2025, H2 Ventures 1 Inc. has entered into a definitive share purchase agreement dated Sept. 8, 2025, with Magnus Green Solar Panels Manufacturing LLC and the sole shareholder of Magnus, which will, subject to certain conditions and approval of the TSX Venture Exchange, constitute H2's qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX-V).

Magnus is a private arm's-length company existing as a limited liability company -- single owner (LLC -- SO) that operates as a solar module manufacturer in the United Arab Emirates (UAE) and the only producer of both N-type and P-type panels in the region.

Summary of the transaction

The transaction will be carried out pursuant to the terms of the definitive agreement, a copy of which is filed on the company's SEDAR+ profile. The below description of the terms of the transaction is qualified in its entirety by reference to the full text of the definitive agreement.

The definitive agreement provides that H2 will acquire all of the issued and outstanding common shares in the capital of Magnus from the vendor in exchange for the issuance of an aggregate of 48,871,956 resulting issuer shares (as defined below) to the vendor. To give effect to the transaction, the company will:

• Effect a consolidation of its issued and outstanding common shares on the basis of one postconsolidated company share for every 10 preconsolidation company shares, which will result in there being 6.12 million postconsolidation company shares issued and outstanding;
• Change its name to Mirasol Green Energy Inc. or such other name as Magnus or H2 may determine and which is acceptable to the exchange and any other applicable regulatory authorities;
• Issue an aggregate of 48,871,956 resulting issuer shares (as defined below) to the vendor in exchange for all of the issued and outstanding Magnus shares;
• Issue an aggregate of 2,906,896 resulting issuer shares to Morison Consulting Singapore Pte. Ltd. as a finder's fee (defined below) in connection with the transaction.

Upon the closing of the transaction, Magnus will be a wholly owned subsidiary of the company, and the company will carry on the business currently carried on by Magnus, and the resulting issuer will be a Tier 2 technology issuer under the policies of the TSX-V. Prior to giving effect to the financing (if applicable): (i) the vendor will hold 48,871,956 resulting issuer shares, representing approximately 84.41 per cent of the outstanding postconsolidation and post-name-change company shares; and (ii) the current shareholders of H2 will hold 6.12 million resulting issuer shares, representing approximately 10.57 per cent of the outstanding resulting issuer shares. For the purposes of the transaction, the resulting issuer shares issued in exchange for the Magnus shares will be valued at $2 per share. Certain resulting issuer shares will be subject to escrow in accordance with the rules of the TSX-V and the finder shares will be subject to a statutory four-month hold period in accordance with applicable TSX-V policies and securities laws. In addition to entering into an escrow agreement in respect of the consideration shares, the vendor has also agreed to enter into a lock-up agreement at closing, under which he will undertake not to sell any of the consideration shares for a period of one year following closing.

Completion of the transaction is subject to the satisfaction of a number of customary conditions, including, but not limited to: (i) receipt of all required approvals and consents relating to the transaction, including without limitation: (a) acceptance by the TSX-V and receipt of other applicable regulatory approvals; (b) any third party consents; and (c) any approvals of the boards of directors and securityholders of Magnus and H2, as applicable and as required by the TSX-V and under applicable corporate or securities laws; (ii) H2 shall have a minimum of $5-million in treasury, less any fees or expenses incurred prior to closing; (iii) H2 shall have received shareholder approval for the name change and consolidation; (iv) completion of the consolidation and there being no more than 6.12 million postconsolidation company shares outstanding immediately prior to closing; (v) completion of the name change; (vi) Magnus shall have no unapproved debt and all accounts payable shall be agreed upon by the parties prior to closing; (vii) the board of directors of the resulting issuer shall be reconstituted, such that it will consist of six directors, being Manan Tailor (chair), Krunal Madhu, Manesh Mistry, Arne Gulstene, Erin Campbell and Chris Sacre, and the exchange shall not have objected to the appointment the resulting issuer board; (viii) an advisory board of the resulting issuer shall be appointed, of which two advisory board members will be nominated by H2; (ix) no material adverse change shall have occurred in the business, results of operations, assets, liabilities or financial condition of Magnus or H2, as applicable; (x) there being no prohibition under applicable laws against consummation of the transaction; (xi) the parties shall have agreed to work with their respective legal, audit and corporate advisers to agree on a structure related to the existing capital dividend account for the benefit of the vendor; and (xii) the consideration shares, when issued on closing, shall be validly issued and free and clear of all encumbrances, except for such resale and escrow restrictions imposed by the exchange and applicable securities laws.

In accordance with the definitive agreement, the closing date of the transaction will take place electronically at such time and date as the company may determine following the satisfaction of all conditions of closing, and which date shall be no later than 5 p.m. (Vancouver time) on Dec. 31, 2025, or such other date as may be agreed to in writing by the company and Magnus. In the event any of the conditions set forth above are not completed or the transaction does not proceed, the company will notify shareholders.

As the proposed transaction is not a non-arm's-length qualifying transaction (within the meaning of Policy 2.4), the transaction does not require the approval of the shareholders of H2. In connection with the transaction, the company may raise up to $10-million (U.S.) on terms to be mutually agreed upon by the parties. Further details of the proposed financing, if applicable, will be disclosed in a subsequent press release.

About Magnus Green Solar LLC

Magnus is a private company existing as a limited liability company -- single owner in the UAE and was incorporated on March 6, 2023. Magnus operates in the UAE under a licence issued by the Department of Economy and Tourism of the government of Dubai as a solar module manufacturer in the UAE and the only producer of both N-type and P-type panels in the region. Magnus operates a state-of-the-art manufacturing facility located in Dubai's National Industries Park and has a present production capacity of 600 megawatts. Magnus's highly automated production capabilities, combined with globally recognized certifications -- including those from TUV SUD, Intertek, Dekra and the California Energy Commission -- underscore its commitment to product quality, energy efficiency and environmental sustainability. Magnus serves residential, commercial and utility-scale markets across high-demand regions such as the United States, the Middle East and India.

The current control person (as defined in the policies of the exchange) of Magnus is Mr. Tailor. Mr. Tailor currently holds all issued and outstanding Magnus shares and is expected to become an insider and control person (as such terms are defined in the policies of the exchange) of the resulting issuer.

For its most recently completed year-end of Dec. 31, 2024, Magnus generated $28,790,396.51 (76,392,726 United Arab Emirates dirhams) in total revenue, resulting in gross profits of $6,470,478.37 (17,168,832 AED) and net profits of CAD$3,955,125.29 (10,494,569 United Arab Emirates dirhams) for the fiscal year. As at Dec. 31, 2024, Magnus had a total assets value of $25,505,791.79 (67,677,323 United Arab Emirates dirhams) and a total liabilities value of $13,606,320.17 (36,103,146 United Arab Emirates dirhams). The foregoing amounts are audited and determined in accordance with IFRS (international financial reporting standards) accounting standards as issued by the International Accounting Standards Board.

For the six-month period ended June 30, 2025, Magnus generated $31,751,287.97 (84,249,185 United Arab Emirates dirhams) in total revenue, resulting in gross profits of $7,596,783.01 (20,157,380 United Arab Emirates dirhams) and net profits of $5,624,047.55 (14,922,904 United Arab Emirates dirhams) for the six-month period. As at June 30, 2025, Magnus had a total assets value of $31,072,759.96 (82,448,772 United Arab Emirates dirhams) and a total liabilities value of $14,910,559.24 (39,563,827 United Arab Emirates dirhams). The foregoing amounts provided for the six-month period ended June 30, 2025, are auditor reviewed in accordance with the International Standards on Review Engagements 2410, Review of interim financial information performed by the Independent Auditor of the Entity.

All Canadian-dollar figures presented herein are calculated based on the exchange rate for Sept. 5, 2025, of $1 to 2.65341 United Arab Emirates dirhams.

Proposed directors and senior management team

The following are brief biographies of the currently proposed directors and executive officers of the resulting issuer following completion of the transaction.

Mr. Tailor -- proposed group chairman

Mr. Tailor has over 20 years of significant experience in business operations, management and project leadership. His international exposure includes Australia, the United States, China and the UAE. He is currently the founder and chief executive officer of Magnus Green Solar Panels Manufacturing. Previously, he was a director of More Green Energy, sales manager at Euro Solar, a director of MV Diagnostic, and team lead at Johnson & Johnson Diagnostics. Mr. Tailor obtained a bachelor of engineering from the University of Mumbai.

Mr. Madhu -- proposed director

Mr. Madhu has over 20 years of significant experience in field service and span diagnostics. Previously, he served as the national service manager at Biosystems Diagnostics, covering India, SAARC (South Asian Association for Regional Cooperation), Thailand and East Africa.

Richard Halka -- proposed chief financial officer

Mr. Halka brings with him more than 30 years of accounting, corporate finance and capital raising experience. He has led a number of public and private companies through periods of rapid growth, strategic realignment, financial restructuring and organizational change. Prior to joining Li-Metal, Mr. Halka held the role of executive vice-president and chief financial officer at Toronto Stock Exchange-listed Electrovaya Inc., overseeing public offerings, restructuring of debt and other capital market transactions. During this time, he also served on the Global Affairs Canada clean technology advisory group, providing advice to the Canadian trade.

Mr. Mistry -- proposed chief executive officer and director

Mr. Mistry was previously the Asia Pacific head of global sales at DuPont, head of sales for Australia and New Zealand at ABB's high-voltage division, and head of sales for Australia and New Zealand at Century.

Mr. Gulstene -- proposed director

Mr. Gulstene is an experienced corporate director and senior capital markets executive with over 30 years of experience in financial services, governance and stakeholder engagement. He currently serves as chair of the board of the Governance Professionals of Canada and sits on the boards of Fraser Big Sky Capital Corp. and Amaya Big Sky Capital Corp., both TSX-V-listed capital pool companies. Mr. Gulstene brings deep expertise in board oversight, public company governance and regulatory strategy, drawing on his national leadership roles at TMX Group and now as head of issuer services at Computershare Canada.

Ms. Campbell -- proposed director

Ms. Campbell is the founding partner and CEO of Moneta Securities (Alberta) Corp., where she advises public and private companies on capital market access and financing strategies. She is also chair and co-founder of Kanata Clean Power & Climate Technologies Corp. and venture partner at Raiven Capital and serves on several corporate boards, including Global Energy Metals Corp. and the Canadian Eurasian Chamber of Commerce. With over two decades of experience in investment banking and capital markets, Ms. Campbell has led complex financing initiatives across mining, energy, industrial technology and telecommunications and holds the ICDD designation from the Institute of Corporate Directors at the University of Toronto's Rotman School of Business.

Mr. Sacre -- proposed director

Mr. Sacre is the CEO and chairman of Sacre-Davey Engineering, an EPCM (engineering, procurement and construction management) firm working across energy, mining and clean technology, and founder and chairman of HTEC Hydrogen Technology and Energy Corp. He has also founded S2G Biochemicals and has sat as chairman. He was previously a director of the Canadian Hydrogen and Fuel Cell Association. He presently sits as chair of H2 Ventures 1.

Morison Consulting Singapore -- proposed adviser

Morison Consulting Singapore is a leading financial and corporate advisory firm with nearly two decades of proven expertise. The firm specializes in capital markets, mergers and acquisitions, cross-border listings and transactions, as well as strategic business consulting, helping clients navigate complex financial landscapes with confidence. As a trusted adviser, Morison Consulting leverages its global network and deep market insights to deliver innovative, tailored solutions.

Prospectus

In connection with the transaction and pursuant to TSX-V requirements, the company will file a prospectus under its profile on SEDAR+, which will contain relevant details regarding the transaction, H2, Magnus and the resulting issuer.

Finder's fee

As currently contemplated, at closing, the finder will be paid a finder's fee in the amount of approximately 2,906,896 finder shares issued at a deemed price of $2 per finder share, in connection with the transaction. The finder's fee is subject to exchange acceptance in accordance with the policies of the exchange.

Sponsorship

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless an exemption from such requirement is available in accordance with the policies of the exchange. H2 intends to apply to the exchange for a waiver from the sponsorship requirements. There is no assurance that H2 will be able to obtain such a waiver.

Trading halt

In accordance with the policies of the exchange, the company shares have been halted from trading, and such trading halt is expected to remain in place until such time as the exchange determines, which, depending on the policies of the exchange, may not occur until completion of the transaction.

Advisers

Prest Law Corp. is acting as legal adviser to H2, and Dentons Canada LLP is acting as legal adviser to Magnus and the vendor.

Additional information

Further particulars relating to the transaction, including further particulars of the resulting issuer and the financing, will be provided in a subsequent press release, which will be made available under H2's issuer profile on SEDAR+ in accordance with the policies of the exchange. Notwithstanding the foregoing, further information concerning the transaction will be provided in the requisite disclosure document to be filed under H2's issuer profile on SEDAR+.

All information contained in this press release with respect to H2 and Magnus was supplied, for inclusion herein, by the respective parties and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the transaction is subject to a number of conditions, including, but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

About H2 Ventures 1 Inc.

H2 is a capital pool company within the meaning of Policy 2.4. H2 has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Policy 2.4, until the completion of its qualifying transaction, the company will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed qualifying transaction.

We seek Safe Harbor.